Simply Hired Content Provider Terms and Conditions of Use

These Content Provider Terms and Conditions of Use ("Terms"), in pertinent part, apply to all individuals and/or entities (e.g., recruiters or potential employers) ("Content Providers") providing job-related content, listings, messages, images or other information ("Content") to Simply Hired ("Simply Hired"). By providing Content to Simply Hired, Content Providers are agreeing to be bound by these Terms.

Content Providers should read these policies carefully and refer to this document often, as these Terms may change from time to time due to legal requirements or changes to functionality offered by Simply Hired. Failure to comply with these Terms may result in exclusion of Content provided by Content Providers. While in many cases Simply Hired prefers to work with Content Providers to achieve policy compliance, it reserves the right to exclude any Content at any time.

Content Provider Content and Submission

Each Content Provider hereby agrees that:

it is solely responsible for the Content that such Content Provider posts on Simply Hired or transmits to users of Simply Hired;

such Content will be accurate and up-to-date (including the removal of any expired Content), and will not be false, misleading, unlawful, offensive, or otherwise in violation with the Terms;

it shall submit Content to Simply Hired through various means as described in the technical specifications provided to it by Simply Hired, and in a manner that complies with the then-current specifications provided to enable proper delivery and display of the Content (if the Content submitted contains URLs (or equivalent thereof), Simply Hired has the right to access, index, cache or crawl the URL(s) (or equivalent thereof), the Content itself or any portion thereof in connection with Simply Hired's authorized use of the Content);

for Content submitted on behalf of one or more third-party entities or persons, it confirms and warrants that it is authorized to act on behalf of and bind such third-party entities or persons to these Terms;

any such Content Provider application or site that enables third-party entities or persons to provide Content to Simply Hired shall (i) clearly and conspicuously indicate that it will be provided to Simply Hired and made available to the general public through the Simply Hired service and (ii) [be permitted only upon written approval from Simply Hired];

it shall not submit any Content that is (i) aggregated from other sources, (ii) not a job description, (iii) masked as advertising for other products or services, (iv) loaded with extraneous or artificially modified content, (v) in violation of domestic or international copyright and trademark laws, (vi) infringing upon any patent, trademark, copyright, trade secret or other proprietary right of any party (including Simply Hired, its partners and affiliates) without written consent from the respective trademark owners, (vii) falsely expressing or implying that such Content is sponsored or endorsed by Simply Hired, (viii) harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, stalking, threatening, violating the legal rights (such as rights of privacy and publicity) of others or otherwise objectionable, (ix) promoting any pyramid schemes, chain letters or disruptive commercial messages or advertisements or (x) anything else prohibited by law, these Terms or any applicable policies or guidelines.

Content that does not meet these requirements may be removed by Simply Hired. Questions about whether Content is appropriate for Simply Hired should be directed to Simply Hired before posting.

Appropriate Conduct

Each Content Provider understands and agrees that such Content Provider is responsible its own conduct while using Simply Hired and for any consequences thereof. Content Providers shall use Simply Hired only for purposes that are legal, proper and in accordance with these Terms and any applicable policies or guidelines. Such prohibited Content Provider conduct includes, but is not limited to:

impersonating another person or entity, or falsifying or deleting any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

restricting or preventing any other user from using and enjoying Simply Hired services;

using Simply Hired services for any illegal or unauthorized purpose;

removing any copyright, trademark or other proprietary rights notices contained in or on Simply Hired services, interfering with or disrupting Simply Hired services or servers or networks connected to Simply Hired services or disobeying any requirements, procedures, policies or regulations of networks connected to Simply Hired services;

using any robot, spider, site search/retrieval application or other device to retrieve or index any portion of Simply Hired services or collect information about users for any unauthorized purpose;

creating user accounts by automated means or under false or fraudulent pretenses;

promoting or providing instructional information about illegal activities or which promote physical harm or injury against any group or individual; and/or

transmitting any viruses, worms, defects, Trojan horses, or any digital files of a destructive nature.

No Resale of Service

Content Providers agree not to reproduce, duplicate, copy, sell, trade or resell any portion of Simply Hired, use of Simply Hired or access to Simply Hired.

Copyright, Trademarks and Brand Features

The contents of the Simply Hired website, and of all other websites under Simply Hired's control, whether partial or otherwise such as trade names, trademarks, service marks, logos, distinctive brand features, text, graphics, images, button icons and other Simply Hired content ("Simply Hired Content"), is protected under both United States and foreign copyright, trademark and other laws. All Simply Hired Content is the property of Simply Hired or its content suppliers or clients, and the unauthorized reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), publication, modification, copying or transmission of material from the Simply Hired website is STRICTLY PROHIBITED.

By submitting content to Simply Hired, Content Providers authorize Simply Hired to use their trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers in connection with Simply Hired's authorized distribution of the content. Simply Hired responds to notices of alleged infringement that comply with the United States Digital Millennium Copyright Act or other applicable law. For trademark complaints, please contact Simply Hired at:

General Practices Regarding Use and Storage

Each Content Provider agrees that Simply Hired has no responsibility or liability for the deletion or failure to store any content, data, and other communications maintained or transmitted by Simply Hired services. Content Providers acknowledge that Simply Hired has set no fixed upper limit on the number of transmissions they may send or receive through Simply Hired services or the amount of storage space used however, Simply Hired retains the right, in its sole discretion, to create limits at any time with or without notice.

Limitation of Liability

Simply Hired reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Simply Hired service (or any part thereof) with or without notice. Simply Hired shall not be liable to any Content Provider or to any third party for any modification, suspension or discontinuance of Simply Hired services.

SIMPLY HIRED MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE SIMPLY HIRED SITE OR ITS SERVICES AND SIMPLY HIRED DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SIMPLY HIRED DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE SIMPLY HIRED SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SIMPLY HIRED DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS DERIVED FROM THE SIMPLY HIRED SITE.

Simply Hired may take action with respect to Content provided by Content Providers in its sole discretion and shall have the right in its sole discretion to pre-screen, refuse or move any Content submitted to Simply Hired, provided, however, that Simply Hired has no obligation to do so and disclaims any liability for declining or failing to take such action.

International Content Providers agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or such Content Provider's country of residence. In the event such local laws conflict with any provision of these Terms, such local laws will supersede the conflicting provision, and all remaining non-conflicting provisions shall remain in full force and effect.

SIMPLY HIRED ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY PERSONNEL SELECTED BY A CONTENT PROVIDER THROUGH THE SIMPLY HIRED SERVICE AND SUCH CONTENT PROVIDER AGREES THAT ANY HIRE OF ANY INDIVIDUAL IS BASED SOLELY ON THE CONTENT PROVIDER'S INVESTIGATION, VERIFICATION AND DETERMINATION THAT SUCH HIRE IS SUITABLE FOR THE CONTENT PROVIDER'S PURPOSES.

Indemnification

Content Providers agree to defend, indemnify, and hold harmless Simply Hired and its officers, directors, employees and agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from (i) any Content or (ii) Content Provider's breach of these Terms.

General

These Terms will remain in full force and effect while a Content Provider is using Simply Hired and with regard to any Content it ever posted on Simply Hired. Simply Hired reserves the right, at its sole discretion, to pursue all of its legal rights in connection with a Content Provider's use of Simply Hired, including but not limited to removal of Content from Simply Hired and barring such Content Provider from any future use of Simply Hired.

These Terms will be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Content Providers agree to bring all disputes, actions, claims, or causes of action related to these Terms only in the federal and state courts located in Santa Clara county, California. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Simply Hired to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Simply Hired in writing. No joint venture, partnership, employment or agency relationship exists between any Content Provider and Simply Hired. These Terms comprise the entire agreement between Content Providers and Simply Hired and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.